Bloomios (BLMS) 10QSB 2006 Q3 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
x Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period endedOctober 31, 2005

¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the transition period ________ to ________

COMMISSION FILE NUMBER000-50026

XLR MEDICAL CORP.
(Exact name of small business issuer as specified in its charter)

NEVADA	88-0488851
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

Suite 204, 1480 Gulf Road
Point Roberts, Washington 98281
(Address of principal executive offices)

360-201-0400
(Issuer's telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes xNo ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes xNo ¨

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:As of December 19, 2005, the Issuer had 27,399,880 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes ¨No x

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

2

XLR Medical Corp.

(A Development Stage Company)

October 31, 2005

	Index
Consolidated Balance Sheets	F–1
Consolidated Statements of Operations	F–2
Consolidated Statements of Cash Flows	F–3
Notes to the Consolidated Financial Statements	F–4

F-i

XLR Medical Corp.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	October 31,		January 31,
	2005		2005
	$		$
	(Unaudited)		(Audited)
ASSETS
Current Assets
Cash	1,530		24,923
Total Assets	1,530		24,923
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	66,430		45,102
Accrued liabilities	133,001		81,561
Due to related parties (Note 4 (a))	221,388		471,965
Loans payable (Note 5)	926,000		876,000
Total Liabilities	1,346,819		1,474,628
Subsequent Events (Note 7)
Stockholders’ Deficit
Common Stock (Note 6)
Authorized: 100,000,000 shares, par value of $0.00001
Issued and outstanding: 26,149,880 and 25,799,880 shares, respectively	261		258
Additional Paid-in Capital	1,812,613		1,689,616
Additional Common Stock Subscribed	6,000		6,000
Deficit Accumulated During the Development Stage	(3,164,163	)	(3,145,579	)
Total Stockholders’ Deficit	(1,345,289	)	(1,449,705	)
Total Liabilities and Stockholders’ Deficit	1,530		24,923

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-1

XLR Medical Corp.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in U.S. dollars)

(Unaudited)

	Accumulated from
	December 21, 2000		For the Three		For the Three		For the Nine		For the Nine
	(Date of Inception)		Months Ended		Months Ended		Months Ended		Months Ended
	to October 31,		October 31,		October 31,		October 31,		October 31,
	2005		2005		2004		2005		2004
	$		$		$		$		$
Revenue	–		–		–		–		–
Expenses
Consulting and management fees (Note 4)(1)	977,407		15,000		213,940		81,000		325,740
General and administrative	760,555		7,413		387,468		89,069		467,315
Total Expenses	1,737,962		22,413		601,408		170,069		793,055
Loss Before Other Items	(1,737,962	)	(22,413	)	(601,408	)	(170,069	)	(793,055	)
Gain on settlement of debt (Note 6)	326,541		326,541		–		326,541		–
Impairment losses on investments (Note 6)	(1,528,568	)	–		(55,000	)	(120,000	)	(55,000	)
Interest expense (Note 5)	(224,174	)	(11,542	)	(23,646	)	(55,056	)	(50,611	)
Net Income (Loss) for the Period	(3,164,163	)	292,586		(680,054	)	(18,584	)	(898,666	)
Net Income (Loss) Per Share – Basic and Diluted			0.01		(0.03	)	–		(0.04	)
Weighted Average Shares Outstanding			26,100,000		23,670,000		26,100,000		23,133,000
(1)Stock-based compensation is included in the
following:
Consulting and management fees	68,960		–		103,440		–		103,440

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-2

XLR Medical Corp.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

	Nine Months Ended
	October 31,
	2005		2004
	$		$
Operating Activities
Net loss	(18,584	)	(898,666	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Gain on settlement of debt	(326,541	)	–
Impairment losses on investments	120,000		55,000
Stock-based compensation	–		103,440
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	71,768		105,331
Due to related parties	79,964		166,333
Net Cash Used in Operating Activities	(73,393	)	(468,562	)
Investing Activities
Net book value of assets acquired in reverse acquisition, net of cash	–		599,990
Investment in Exelar Medical Corp.	–		(900,000	)
Net Cash Used in Investing Activities	–		(300,010	)
Financing Activities
Cash received in reverse acquisition	–		18
Proceeds from loans payable	50,000		621,000
Proceeds from sale of common stock	–		160,000
Net Cash Provided by Financing Activities	50,000		781,018
Increase (Decrease) in Cash	(23,393	)	12,466
Cash – Beginning of Period	24,923		6,455
Cash – End of Period	1,530		18,901
Non-cash Investing and Financing Activities
Stock-based compensation	–		103,440
Shares issued as a finder’s fee for the investment in EMC	120,000		–
Shares issue to settle debt	3,000
Supplemental Disclosures
Interest paid	–		–
Income taxes paid	–		–

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-3

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

1.	Nature of Operations, Recapitalization and Continuance of Business
	The Company was incorporated under the name Relay Mines Limited (“Relay”) in the State of Nevada on February 2, 2001. Pursuant to an Agreement and Plan of Merger dated August 12, 2004 and an Agreement and Plan of Merger dated September 13, 2004 (the “Merger”), Relay acquired and merged with, by way of reverse merger, TSI Medical Corp., a Nevada corporation (“TSI”). The Merger of TSI by Relay is considered a recapitalization of TSI whereby TSI was considered the acquirer for accounting and financial reporting purposes. The consolidated financial statements include the accounts of Relay since the reverse merger (September 13, 2004) and the historical accounts of TSI since the date of its inception, December 21, 2000. All significant intercompany balances and transactions are eliminated on consolidation. Relay changed its name to XLR Medical Corp. (the “Company” or “TSI” for transactions entered into prior to the Merger) and changed its trading symbol to XLRC.
	TSI is involved in a joint venture with Exelar Corporation (“Exelar”) for the purpose of developing a patented technology that utilizes small superconducting magnets to focus and control dosages of therapeutic radiation for the treatment of cancerous tumours (the “Technology”). Under a Technology Acquisition and Funding Agreement dated March 22, 2004 with Exelar Corporation (the “Exelar Agreement”), Exelar transferred the Technology to its wholly- owned subsidiary, Exelar Medical Corporation (“EMC”), and TSI agreed to provide funding to EMC in exchange for rights to acquire up to a 60% interest in EMC.
	Upon completion of the Merger on September 13, 2004 with TSI, the Company:
	a)	caused 60,000,000 common shares, previously issued to two directors of the Company, to be returned to treasury and cancelled for no consideration;
	b)	issued 9,492,667 common shares to the shareholders of TSI to acquire 100% of the issued and outstanding shares of TSI on a one-for-one basis;
	c)	agreed to adopt a stock option plan providing for the grant of options to purchase up to 1,450,000 common shares at $0.50 per share expiring May 31, 2009 to the holders of outstanding TSI options;
	d)	issued warrants to acquire 54,367 common shares at $0.75 per share expiring October 1, 2006 to the holders of outstanding TSI warrants;
	e)	assumed an obligation of TSI to issue units at $0.35 per unit. A total of 440,005 units were subscribed for and $154,002 was received. These units have been issued. Each unit consists of one common share and one warrant. The warrant allows the holder to acquire one additional common share at $0.35 per share; and
	f)	assumed the obligation of TSI to issue 300,000 common shares as a finder’s fee in connection with TSI’s acquisition of its interest in EMC. The shares were issued during the quarter ended April 30, 2005.
	The Company received a letter dated September 2, 2005 from the inventor of the Technology indicating that he was exercising his right to reclaim the Technology and related assets due to the fact that Exelar and EMC have defaulted on their obligations to him under the Technology Transfer Agreement (which is part of the Exelar Agreement). As a result, the Company is now reorganizing to pursue other business opportunities.
	On September 26, 2005 the Company received a Notice of Disposition of Collateral on behalf of the Charles F. White Corporation (“CFW”). Under the terms of certain agreements related to the $500,000 loan advanced from the CFW, the Company granted its shares in Techniscan, Inc. as collateral. The CFW has now given notice that it has possession of the shares and intends to sell them. On December 8, 2005, the Company entered into a Debt Settlement Agreement with the CFW, whereby the CFW agreed to release the Company of all its liabilities to CFW totalling $697,270 consisting of loans, bonuses and accrued interest. In consideration for releasing the Company of its liabilities, the Company will issue to CFW 1,250,000 shares of common stock of the Company.
	The Company is a development stage company as defined by Statement of Financial Accountings Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”. The Company is presently in its developmental stage and currently has no sources of revenue to provide incoming cash flows to sustain future operations. At October 31, 2005, the Company had a working capital deficit of $1,345,289 and has incurred losses of $3,164,163 since inception. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to secure other business opportunities, raise additional equity financing and then generate significant revenues. Management has plans to seek additional capital through equity and/or debt offerings. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

F-4

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Principles
	a)	Basis of Presentation
		These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in U.S. dollars. The Company’s fiscal year end is January 31.
	b)	Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	c)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
	d)	Long-Lived Assets
		In accordance with Financial Accounting Standards Board (“FASB”) SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
	e)	Foreign Currency Translation
		The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars and are translated into United States dollars using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-measured at each balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
	f)	Basic and Diluted Net Income (Loss) Per Share
		The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
	g)	Financial Instruments
		The carrying value of cash, accounts payable, accrued liabilities, due to related parties, and loans payable approximate fair value due to the relatively short maturity of these instruments.
	h)	Comprehensive Loss
		SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2005 and 2004, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

F-5

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Principles (continued)
	i)	Stock-Based Compensation
		The Company adopted a stock option plan to fulfill an obligation under the Merger with TSI. The Company accounts for stock-based awards using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Company’s employee stock options is less than the market price of the underlying common stock on the date of grant.
		Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, (SFAS 123), established a fair value based method of accounting for stock-based awards. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123.
		The Company issues stock to non-employees for services. The Company accounts for stock issued for services to non-employees in accordance with SFAS No. 123 “Accounting for Stock-Based Compensation”. Compensation expense is based on the fair market value of the stock award or fair market value of the goods and services received whichever is more reliably measurable.
		The Company has also adopted the disclosure requirements of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure an Amendment of FASB Statement No. 123” (SFAS 148), to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results.
		2004 Stock Option Plan
		The Company adopted a Stock Option Plan (“2004 Plan”) dated September 13, 2004, under which the Company was authorized to grant options to acquire up to a total of 1,450,000 common shares. The maximum aggregate number of shares that may be optioned under the 2004 Plan will be increased effective the first day of each fiscal quarter up to a maximum of 15% of the outstanding shares on the first day of the applicable quarter.
		During the nine months ended October 31, 2005, the Company did not recognize stock-based compensation expense (2004 - $103,440). During the nine months ended October 31, 2005, the Company granted stock options to a director under the 2004 Plan, to acquire up to 700,000 shares of common stock exercisable at a price of $0.70 per share up to April 6, 2009. During the nine months ended October 31, 2004, the Company granted stock options to directors, officers and consultants under the 2004 Plan to acquire up to 1,450,000 shares of common stock exercisable at a price of $0.50 per share up to May 31, 2009.
		The following table illustrates the effect on net loss per share as if the fair value method had been applied to all outstanding and vested awards in each quarter.

	Three Months Ended			Nine Months Ended
	October 31,			October 31,
	2005	2004		2005		2004
	$	$		$		$
Net income (loss) — as reported	294,586	(680,054	)	(18,584	)	(898,666	)
Add: Stock-based compensation expense included
in net loss — as reported	–	103,440		–		103,440
Deduct: Stock-based compensation expense
determined under fair value method	–	(499,960	)	(402,534	)	(499,960	)
Net income (loss) — pro forma	294,586	(1,076,574	)	(421,118	)	(1,295,186	)
Net income (loss) per share (basic and diluted) —
as reported	0.01	(0.03	)	–		(0.04	)
Net income (loss) per share (basic and diluted) —
pro forma	0.01	(0.05	)	(0.02	)	(0.06	)

For the nine months ended October 31, 2005, the fair value of options granted during the period was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 3.81%, expected volatility of 152%, an expected option life of 3 years and no expected dividends. The weighted average fair value of options granted was $0.58 per share. Had the Company determined compensation cost based on the fair value at the date of grant for its employee stock options, the net loss would have increased by $402,534 for the nine months ended October 31, 2005.

F-6

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Principles (continued)
	i)	Stock-Based Compensation (continued)
		For the nine months ended October 31, 2004, the fair value of the options granted during the period was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: risk free interest rate of 2.40%, expected volatility of 152%, an expected option life of 2.5 years and no expected dividends. The weighted average fair value of options granted was $0.34 per share. Had the Company determined compensation cost based on the fair value at the date of grant for its employee stock options, the net loss would have increased by $396,520 for the period ended October 31, 2004.
	j)	Reclassifications
		Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
	k)	Income Taxes
		Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of the Company’s inception. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured that it is more likely than not that it will be able to utilize the net operating losses carried forward in future years.
	l)	Recent Accounting Pronouncements
		In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period- specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In December 2004, the FASB issued SFAS No. 123R, “Share Based Payment”. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. Management is currently evaluating the impact of adoption of this standard on the Company’s results of operations and financial position.
		In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give guidance on the implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R.

F-7

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

2.	Summary of Significant Accounting Principles (continued)
	m)	Interim Financial Statements
		These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
3.	Investment in Exelar Medical Corp.
	On March 22, 2004, TSI entered into a Technology Acquisition and Funding Agreement (the “Exelar Agreement”) with Exelar and EMC to acquire and develop a technology utilizing super-conducting magnets to control therapeutic radiation doses delivered by photon linear accelerators (the “Technology”). TSI planned to participate in the development and commercialization of the Technology by funding the acquisition and development of the Technology. Under the Exelar Agreement, Exelar transferred the Technology to its wholly-owned subsidiary, EMC, and TSI agreed to provide funding to EMC in exchange for rights to acquire up to a 60% interest in EMC. Under the Exelar Agreement, to complete the acquisition of the first 51% of EMC, TSI was to:
	i)	fund EMC $900,000 by June 23, 2004 (funded) to earn a 16.5% interest (earned);
	ii)	fund EMC a further $1,550,000 by September 21, 2004 to earn an additional 18.5% interest;
	iii)	fund EMC a further $1,000,000 by December 20, 2004 to earn an additional 8.1% interest; and
	iv)	fund EMC a further $1,300,000 by March 20, 2005 to earn an additional 7.9% interest.
	Under the Exelar Agreement the Company was to receive one share of EMC for every $2 of funding. If the Company defaulted on any of its funding obligations, Exelar could, at its option, convert the Company’s shares of EMC into non-voting shares, remove the Company’s nominees from the Board of EMC and reduce the Company’s interest in EMC by 1/3 if the default occurs on or before the September 21, 2004 funding deadline and by 1/5 if the default occurs after the September 21, 2004 funding deadline.
	If EMC was to require additional funding, the Company had the option to acquire an additional 9% interest, for a total of 60%, by funding EMC a further $1,500,000. Exelar has an option to convert up to 100% of its shares of EMC into such number of common shares as shall, after their issuance, represent 49% of the outstanding and issued shares of the Company, on a fully diluted basis. Exelar’s option to convert could not be exercised until the earliest of the following events had occurred:
	i)	Completion of the Company’s funding obligations to EMC;
	ii)	Default by the Company of any of its funding obligations to EMC;
	iii)	March 1, 2005; or
	iv)	An initial public offering of the Company’s shares.
	The Company received a letter dated September 2, 2005 from the inventor of the Technology indicating that he was exercising his right to reclaim the Technology and related assets due to the fact that Exelar and EMC have defaulted on their obligations to him under the Technology Transfer Agreement (which is part of the Exelar Agreement). As a result, the Company is now reorganizing to pursue other business opportunities.
4.	Related Party Transactions
	a)	Various current and former officers and directors of the Company are due a total of $221,388 (January 31, 2005 - $471,965) for expenses paid on behalf of the Company or for services performed for the Company. These amounts are non-interest bearing, unsecured and due on demand.
	b)	The Company incurred management fees of $30,000 (2004 - $Nil) to the former President and CEO of the Company during the nine months ended October 31, 2005.
	c)	The Company incurred management fees of $6,000 (2004 - $18,300) to the former Vice-President of the Company during the nine months ended October 31, 2005.

F-8

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

4.	Related Party Transactions (continued)
	d)	The Company incurred management fees of $45,000 (2004 - $54,000) to the President and CFO of the Company during the nine months ended October 31, 2005.
	e)	On May 26, 2005, the Board of Directors resolved to record cash advances of $209,210 and $12,500 made to a former director and the former Secretary and director of the Company, respectively, during the year ended January 31, 2005 as management fees.
	f)	On September 20, 2005, the Company entered into debt settlement agreements with two of its former officers and directors. Under the agreements, the Company issued a total of 50,000 shares of common stock valued at $3,000 in settlement of $329,541 owed to them, resulting in a gain of $326,541
5.	Loans Payable
	a)	By a Loan Agreement dated March 8, 2004, TSI’s subsidiary, 689158 B.C. Ltd., borrowed $500,000 from Charles F. White Corp. (“CFW”). The loan was guaranteed by TSI and was repayable on July 2, 2004 with interest at 12% per annum and a bonus of $80,000 payable at maturity. As security for the guarantee, TSI pledged its shares in the common stock of TechniScan, Inc. The bonus was included in interest expense. In the event of default, additional interest was to accrue on the unpaid amount at 2% per month, compounded monthly. TSI received notice that the loan was in default.
		On February 28, 2005, the Company entered into a Forbearance and Amendment Agreement with CFW, in which CFW agreed to refrain from enforcing its rights and remedies against the Company until March 31, 2005. Under the terms of the Agreement, the Company agreed to pay to CFW the proceeds of any transaction not in the ordinary course of its business, provided that the Company had working capital surplus in excess of $100,000. The payment of any such proceeds would be credited against the amounts owing to CFW under the Loan Agreement. The terms of the Loan Agreement were amended as follows:
		(i)	Interest on the $500,000 principal amount to accrue at 12% per annum from the date of advancement of the funds, without any additional interest thereon; and
		(ii)	Interest on the $80,000 bonus payable to accrue at 24% per annum, beginning on the date of default under the Loan Agreement, being July 2, 2004.
		As at October 31, 2005, interest expense of $93,754 on the loan and $23,516 on the bonus was accrued and included in accrued liabilities. As default has occurred under the Forbearance and Amendment Agreement, CFW enforced its right and remedies against the Company as at September 6, 2005. On September 26, 2005 the Company received a Notice of Disposition of Collateral on behalf of the CFW. Under the terms of certain agreements related to the $500,000 loan advanced from the CFW, the Company granted its shares in Techniscan, Inc. as collateral. The CFW has now given notice that it has possession of the shares and intends to sell them.
	b)	A person related to CFW loaned the Company $25,000. This amount is non-interest bearing, unsecured and due on demand.
	c)	On July 27, 2004, Relay received a loan from Aton Select Fund Ltd. in the amount of $100,000, which is non- interest bearing, unsecured and due on demand. These funds were advanced to TSI to assist TSI in funding the obligations due pursuant to the Exelar Agreement as discussed in Note 3. On April 21, 2005, the Company received a loan from Aton Select Fund Ltd. in the amount of $50,000, which is non-interest bearing, unsecured and due on demand.
	d)	On October 19, 2004, the Company received a loan from Carnavon Trust Reg. in the amount of $71,000 which is interest bearing at 5% per annum, unsecured and due on demand. The former President of the Company is a director of Carnavon Trust Reg.
	e)	On December 20, 2004, the Company received a loan from Clarion Finanz AG in the amount of $100,000, which is interest bearing at 5% per annum, unsecured and due on demand. The former President of the Company is a director of Clarion Finanz AG.

F-9

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

6.	Common Stock
	a)	On March 1, 2005, the Company issued 300,000 shares of common stock, recorded at a fair value of $120,000, in consideration for a finder’s fee relating to TSI’s acquisition of its interest in EMC.
	b)	On September 20, 2005, the Company entered into debt settlement agreements with two of its former officers and directors. Under the agreements, the Company issued a total of 50,000 shares of common stock valued at $3,000 in settlement of $329,541 owed to them, resulting in a gain of $326,541.
7.	Subsequent Events
	a)	The Company is indebted to the former President of the company for $50,631. By a Settlement and Transfer Agreement entered into on December 13, 2005, the former President agreed to release the Company from this debt, and to return 2,000,000 shares of common stock to treasury for no consideration.
	b)	On December 8, 2005, the Company entered into a Debt Settlement Agreement with CFW, whereby CFW agreed to release the Company of all its liabilities to CFW totalling $697,270 consisting of loans, bonuses and accrued interest. In consideration for releasing the Company of its liabilities, the Company agreed to issue CFW 1,250,000 shares of common stock of the Company.

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information disclosed in this Quarterly Report includes “forward looking statements”, which may be identified by words such as “plan”, “anticipate”, “believe”, “estimate”, should”, “expect” and other similar expressions. These statements include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risk, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those forward looking statements set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report. We do not intend to update the forward looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-KSB, our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our", “Company” and “XLR” mean XLR Medical Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

INTRODUCTION

We were incorporated on February 2, 2001 under the laws of the State of Nevada. Until September 13, 2004, our business was focused on the acquisition, exploration and development of mineral properties. Following a review of our business, our Board of Directors determined that it was in the Company’s best interests to discontinue our mineral exploration business and to change the focus of our operations to the pursuit of opportunities in the biotechnology field.

Effective on September 13, 2004, we abandoned our mineral exploration business to focus on the business opportunities presented by our acquisition of TSI Medical Corp. (“TSI”) and by the unique cancer treatment technology (the “Technology”) that was being developed by Exelar Medical Corporation (“EMC”). EMC is a joint venture company established by TSI and the Exelar Corporation (“Exelar”), the original developers of the technology.

RECENT CORPORATE DEVELOPMENTS

1.	Effective August 26, 2005, Peter A. Hogendoorn resigned as our President and Chief Executive Officer and as a member of our Board of Directors. Logan B. Anderson, our Chief Financial Officer, Secretary and Treasurer, and a member of our Board of Directors, was appointed as President and Chief Executive Officer in Mr. Hogendoorn’s place.
	Effective December 13, 2005, we entered into a settlement agreement with Mr. Hogendoorn, whereby Mr. Hogendoorn agreed to release us from any and all liabilities or obligations owed to him. Mr. Hogendoorn also agreed to return to us 2,000,000 shares of our common stock owned by him. These shares will be cancelled and returned to treasury.
2.	Effective September 2, 2005, we received notice from the inventor of the Technology (the “Inventor”) that he was exercising his right to reclaim the Technology and related assets due to the failure by EMC to meet its obligations to the Inventor under the Technology Transfer Agreement (the “Transfer Agreement”) between the Inventor, Exelar and EMC, which was made in connection with the Technology Acquisition and Funding Agreement (the “Funding Agreement”) between us, Exelar and EMC. The failure by EMC to meet its obligations to the

3

	Inventor under the Transfer Agreement is a result of our inability to meet our funding obligations under the Funding Agreement.
3.	Effective September 26, 2005, we received a Notice of Disposition of Collateral from The Charles F. White Corporation (“CFW”) relating to our 826,420 shares in the common stock of TechniScan, Inc. (the “TechniScan Shares”).
4.	Effective December 8, 2005, we entered into a debt settlement agreement (the “Debt Settlement Agrement”) with CFW and our wholly owned subsidiary, 689158 B.C. Ltd. (“XLR Sub”) whereby the parties agreed to release each other from any and all liabilities relating to the loan agreement (the “Loan Agreement”) between XLR Sub and CFW and the guarantee provided by us in connection with the Loan Agreement (the “Guarantee”).
	Pursuant to the Debt Settlement Agreement, we issued to CFW a total of 1,250,000 shares of our common stock (the “Settlement Shares”) and renounced any rights that we had to the TechniScan Shares. In exchange, CFW agreed to release us and XLR Sub from any and all liabilities or obligations in connection with the Loan Agreement and the Guarantee.

Pursuant to the Funding Agreement we had with Exelar and EMC, we had the right to acquire up to a 51% interest in EMC by providing scheduled financing payments. We were unable to obtain sufficient financing to enable us to meet our obligations under the Funding Agreement. As a result of our failure to meet our financing obligations, Exelar may, at its option, convert our shares of EMC into non-voting shares, remove our nominees from EMC’s board of directors and reduce our interest in EMC by one-third (1/3). We have not received notice from Exelar that it intends to exercise its default remedies under the Funding Agreement. However, as disclosed above, the Inventor has exercised his right to reclaim the Technology. We do not have sufficient capital resources to cure our default under the Funding Agreement and we do not anticipate that we will be able to obtain financing in an amount sufficient to enable us to cure our default under the Funding Agreement. Even if we were able to obtain sufficient financing, we no longer intend to proceed with funding EMC as it no longer has any rights to the Technology.

As a result of our default under the Funding Agreement, the repossession of the Technology and related assets by the Inventor and the seizure of the TechniScan shares by CFW, we are unable to proceed with our Plan of Operation as previously described in our Annual Report on Form 10-KSB for the year ended January 31, 2005 and our Quarterly Report on Form 10-QSB for the interim period ended April 30, 2005. We are currently in the process of reorganizing our business and are seeking other business opportunities. As such, we intend to abandon our development and funding plan for the Technology.

PLAN OF OPERATION

Currently, we have no business and have not identified any alternative business opportunities. During the next twelve months, we intend to conduct a review of our current operating structure and to seek out and evaluate alternative business opportunities. As a result of the reorganization of our business, we are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at October 31, 2005, we had cash in the amount of $1,530 and a working capital deficit of $1,345,289. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, we anticipate that our financing needs will increase significantly.

4

Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all.

RESULTS OF OPERATIONS

The financial statements accompanying this Quarterly Report contemplate our continuation as a going concern. However, we have sustained substantial losses and are still in the development stage. We will require a significant amount of additional financing within the next twelve months in order to continue our operations. There can be no assurance that we will be able to raise the capital necessary to continue our operations on terms acceptable to us, or at all.

Third Quarter and Nine Months Summary

		Third Quarter Ended October 31							Nine Months Ended October 31
							Percentage							Percentage
							Increase /							Increase /
		2005			2004		(Decrease)		2005			2004		(Decrease)
Revenue	$	--		$	--		n/a	$	--		$	--		n/a
Expenses		(22,413	)		(601,408	)	(96.3)%		(170,069	)		(793,055	)	(78.6)%
Gain on Settlement		326,541			--		100%		326,541			--		100%
of Debt
Impairment Loss on		--			(55,000	)	(100)%		(120,000	)		(55,000	)	118.2%
Investments
Interest Expense		(11,542	)		(23,646	)	(51.2)%		(55,056	)		(50,611	)	8.8%
Net Income (Loss)	$	292,586		$	(680,054	)	143.0%	$	(18,584	)	$	(898,666	)	97.9%

Revenues

We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We are a development stage company and presently have only nominal operations and assets.

Expenses

		Third Quarter Ended October 31					Nine Months Ended October 31
					Percentage					Percentage
		2005		2004	Inc. / (Dec.)		2005		2004	Inc. / (Dec.)
Consulting and Management	$	15,000	$	213,940	(93.0)%	$	81,000	$	325,740	(75.1)%
Fees
General and Administrative		7,413		387,468	(98.1)%		89,069		467,315	(80.9)%
Total Operating Expenses	$	22,413	$	601,408	(96.3)%	$	170,069	$	793,055	(78.6)%

The additional management fees paid in 2004 were paid to two former directors and officers who are no longer with the Company. General and Administrative expenses have decreased as a result of the fact that we are no longer pursuing the funding and development of the Technology.

5

Gain on Settlement of Debt

Effective September 20, 2005, we entered into debt settlement agreements with two of our former officers and directors. Under these agreements, we issued a total of 50,000 shares of our common stock valued at $3,000 in settlement of a $329,541 debt owed to them, resulting in a gain of $326,541.

Impairment Loss on Investments

In March, 2005 we issued 300,000 shares of our common stock in payment of a commitment made by the former management of TSI to ITV for introducing TSI to the business opportunities presented by the EMC Technology. These shares were issued at a deemed issue price of $0.40 per share, the closing price for our common stock as of the date of issuance. The amount of the deemed issue price was added to the cost of the Company’s investment in EMC, however an impairment charge of $120,000 was recorded in order to reflect the uncertain value of our investment in EMC.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows		Nine Months Ended October 31
		2005			2004
Net Cash Used In Operating Activities	$	(73,393	)	$	(468,562	)
Net Cash Used In Investing Activities		--			(300,010	)
Net Cash Provided By Financing Activities	$	50,000			781,018
Net Decrease In Cash During Period	$	(23,393	)	$	12,446

Working Capital

							Percentage
		At October 31, 2005			At January 31, 2005		Increase / (Decrease)
Current Assets	$	1,530		$	24,923		(93.9	)%
Current Liabilities		(1,346,819	)		(1,474,628	)	(50.3	)%
Working Capital Deficit	$	(1,345,289	)	$	(1,449,705	)	(17.0	)%

As at October 31, 2005, we had cash on hand of $1,530. Our current liabilities decreased largely as a result of the debt settlement agreements we entered into with two former officers and directors. As of October 31, 2005, we had loans payable in the amount of $926,000, an increase of $50,000 from January 31, 2005. The increase in loans payable is a result of a $50,000 unsecured, non-interest bearing demand loan obtained by the Company in April, 2005.

We are a development stage company and we currently have no sources of revenue to provide incoming cash flows with which to sustain future operations. Our ability to emerge from the development stage is dependent on our ability to identify suitable business opportunities, raise additional financing and generate future revenues, of which there are no assurances. As such, there exists a substantial doubt as to our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

6

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are more thoroughly described in Note 2 to the interim consolidated financial statements included in this Quarterly Report.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets

In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Stock-Based Compensation

The Company has adopted a stock option plan to fulfill an obligation under the Merger with TSI. The Company accounts for stock-based awards using the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Company’s employee stock options is less than the market price of the underlying common stock on the date of grant.

Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (SFAS 123), established a fair value based method of accounting for stock-based awards. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123.

The Company issues stock to non-employees for services. The Company accounts for stock issued for services to non-employees in accordance with SFAS No. 123 “Accounting for Stock-Based Compensation”. Compensation expense is based on the fair market value of the stock award or fair market value of the good and services received whichever is more reliably measurable.

The Company will also adopt the disclosure requirements of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure an Amendment of FASB Statement No. 123” (SFAS 148), to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

7

RISKS AND UNCERTAINTIES

We Do Not Have Any Business Operations Or Any Significant Assets. We Have Not Identified AnyAlternative Business Opportunities. Our Plan Of Operation For The Next Twelve Months Will ConsistSolely Of Seeking Suitable Business Opportunities.

During the fiscal quarter ended July 31, 2005, the Inventor reclaimed his right to the Technology and CFW exercised its default rights with respect to the TechniScan shares. We are in default of the Funding Agreement and we do not expect that we will be able to cure such default. Even if we were able to cure such default, the Inventor has reclaimed his right to the Technology and, as such, we no longer have any rights to the Technology. As such, we are unable to proceed with our business plan as previously described in our Annual Report for the year ended January 31, 2005 and in our Quarterly Report for the interim period ended April 30, 2005. We are in the process of reorganizing our business and are seeking alternative business opportunities. We have not yet identified any suitable business opportunities and there is no assurance that we will be able to do so in the future. Even if we are able to identify suitable business opportunities, there are no assurances that we will be able to acquire an interest in those opportunities or that we will have the resources to pursue such opportunities. As such, an investment in our shares at this time would be highly speculative.

We May Not Be Able To Obtain Additional Financing.

As at October 31, 2005, the date of our most recently prepared interim financial statements, we had cash in the amount of $1,530 and a working capital deficit of $1,345,289. As such, we will require substantial additional financing in order to continue as a going concern.

Currently, we do not have a specific business plan, nor have we identified any suitable alternative business opportunities. As such, our ability to obtain additional financing may be substantially limited. If sufficient financing is not available or obtainable, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

ITEM 3. CONTROLS AND PROCEDURES.

(A)	Evaluation Of Disclosure Controls And Procedures
	As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that our disclosure control objectives are achieved. Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are, in fact, effective at providing this reasonable level of assurance as of the period covered.
(B)	Changes In Internal Controls Over Financial Reporting
	In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer have determined that there are no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.

8

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Effective September 20, 2005, we entered into settlement agreements with two of our former officers and directors, pursuant to which we agreed to issue a total of 50,000 shares of our common stock in satisfaction of certain amounts owed to those persons. These shares were issued pursuant to Regulation S promulgated under the Securities Act of 1933 on the basis that the former officers and directors are not “U.S. persons” as defined in Regulation S.

Effective December 8, 2005, we entered into a debt settlement agreement (the “Debt Settlement Agreement”) with CFW and XLR Sub. Under the Debt Settlement Agreement, we agreed to issue to CFW 1,250,000 shares of our common stock (the “Settlement Shares”) and to relinquish our rights to the 826,420 shares of TechniScan, Inc. that we had pledged as collateral pursuant to the guarantee provided by us in connection with the loan agreement between XLR Sub and CFW. The Settlement Shares were issued to XLR on December 8, 2005 in reliance on Regulation S promulgated under the Securities Act of 1933 on the basis that CFW is not a “US Person” as defined in Regulation S and was not acquiring those shares for the benefit of such a US Person.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

All information required to be disclosed in a Current Report on Form 8-K during the period covered by this Quarterly Report has been previously disclosed by the filing of such reports on Form 8-K.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger between Relay Mines Limited and TSI Med Acquisition Corp., dated as of September 13, 2004.(4)
3.1	Articles of Merger for Relay Mines Limited and TSI Med Acquisition Corp.(4)
3.2	Articles of Incorporation for Relay Mines Limited.(1)

9

Exhibit Number	Description of Exhibit
3.3	Bylaws, As Amended, for Relay Mines Limited.(4)
10.1	Technology Acquisition and Funding Agreement between TSI Medical Corp., Exelar Corporation and Exelar Medical Corporation dated for reference March 22, 2004.(4)
10.2	Notice of Default dated September 2, 2005 from Leonard Reiffel.(8)
10.3	Agreement and Plan of Merger between Carlo Civelli, Bruno Mosimann, TSI Medical Corp., Relay Mines Limited and TSI Med Acquisition Corp., dated effective as of August 12, 2004.(3)
10.4	Letter Agreement, dated October 13, 2004, between XLR Medical Corp., Exelar Corporation and Exelar Medical Corporation amending the terms of the Technology Acquisition and Funding Agreement dated March 22, 2004.(5)
10.5	Loan Agreement dated as of the 8thday of March, 2004 between 689158 B.C. Ltd. and The Charles F. White Corporation.(6)
10.6	Guarantee dated as of March 8, 2004 made by TSI Medical Corp. to and in favor of The Charles F. White Corporation.(6)
10.7	Forbearance and Amendment Agreement dated as of February 28, 2005 between 689158 B.C. Ltd., The Charles F. White Corporation and XLR Medical Corp.(6)
10.8	Notice of Disposition of Collateral from The Charles F. White Corporation.(8)
10.9	Non-Binding Letter of Intent dated March 16, 2005 from Avi Faliks.(7)
10.10	Debt Settlement Agreement between 689158 B.C. Ltd., The Charles F. White Corporation and XLR Medical Corp. dated December 8, 2005.(9)
10.11	Settlement and Transfer Agreement between XLR Medical Corp. and Peter A. Hogendoorn, dated December 13, 2005.(9)
14.1	Code of Ethics.(2)
31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Previously filed with the SEC as an exhibit to our registration statement on Form SB-2 originally filed on May 1, 2001, as amended.
(2)	Previously filed with the SEC on September 12, 2003 as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2003.
(3)	Previously filed with the SEC on August 20, 2004 as an exhibit to our current report on Form 8-K.
(4)	Previously filed with the SEC on September 17, 2004 as an exhibit to our current report on Form 8-K.
(5)	Previously filed with the SEC on October 29, 2004 as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2004.
(6)	Previously filed with the SEC on March 3, 2005 as an exhibit to our current report on Form 8-K.
(7)	Previously filed with the SEC on March 22, 2005 as an exhibit to our current report on Form 8-K.
(8)	Previously filed with the SEC on September 23, 2005 as an exhibit to our Quarterly Report on Form 10-QSB for the six months ended July 31, 2005.
(9)	Previously filed with the SEC on December 13, 2005 as an exhibit to our current report on Form 8-K.

10

REPORTS ON FORM 8-K

The following Current Reports on Form 8-K have been filed by us since the beginning of our fiscal quarter ended October 31, 2005:

Date of Report on Form 8-K (YYYY/MM/DD)	Date of Filing with the SEC (YYYY/MM/DD)	Description of the Form 8-K
2005/08/26	2005/08/30	Item 5.02 - Departure of Directors and Principal Officers;                    Appointment of Principal Officers.
2005/12/08	2005/12/13	Item 1.01 – Entry into Debt Settlement Agreement with 689,158                     BC Ltd. and the Charles F. White Corporation and                     entry into settlement agreement with former                     Director, President and Chief Executive Officer.

11

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			XLR MEDICAL CORP.
Date:	December 22, 2005	By:	/s/ Logan B. Anderson
			LOGAN B. ANDERSON
			Chief Executive Officer and Chief Financial Officer
			President, Secretary, Treasurer
			& Director
			(Principal Executive Officer and Principal
			Accounting Officer)